SPACEAGE PRODUCTS LIMITED...Companies Act, 2013. Please find attached herewith Annual Report as per...

SPACEAGE PRODUCTS LIMITED Regd. Off: B-702, Neelkanth Business park, Near Vidyavihar Bus Stop, Vidyavihar (W),

Mumbai-400086. CIN: L34300MH1980PLC267131 E-Mail Id: [email protected]

13th October, 2018 To, The Manager BSE Limited, Floor 25, PJ Towers, Dalal Street Mumbai - 400 001 Dear Sir/Madam, Sub: Annual Report for the financial year 2017-18 of Spaceage Products Limited as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Companies Act, 2013. Please find attached herewith Annual Report as per Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 for the year 2017-18 duly approved and adopted by the members as per the provisions of the Companies Act, 2013. You are requested to kindly take the above information on records. Thanking you Yours Sincerely, For and on behalf of SPACEAGE PRODUCTS LIMITED Bhavesh Vora (Director) DIN: 06814823 Add.: OPP MAHHALAXMI JWELLERS VIJAY NIVAS, ROOM 3 R B KADAM MARG, GHATKOPAR WEST, MUMBAI 400086 MH IN

BHAVESH PRABHUDAS VORA

Digitally signed by BHAVESH PRABHUDAS VORA Date: 2018.10.13 16:45:55 +05'30'

SPACEAGE PRODUCTS LIMITED

38TH ANNUAL GENERAL MEETING

ANNUAL REPORT F.Y 2017-18

The Board of Directors & Company Information Board of Directors Bhavesh Vora Alpa Vora Mallinath Madineni Satishkumar Rajbhar

Auditors TDK & Co 102, Lotus Heights, 15th Road, Opp. Gandhi Maidan, Chembur, Mumbai-400071.

Bankers Saraswat Bank Vidyavihar West Branch, Mumbai-400086.

Registered Office B-702, Neelkanth Business Park, Near Vidyavihar Bus Depot, Vidyavihar (W), Mumbai-400086, Maharashtra.

Registrars & Share Transfer Agents Purva Sharegistry (India) Private Limited

9 Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai – 400011.

Depository Central Depository Services (India) Limited P J Towers, 16th Floor, Dalal Street, Mumbai-400 001. National Securities Depository Limited Trade World, 4th floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.



NOTICE

Notice is hereby given that the 38th Annual General Meeting of the Members of Spaceage Products Limited will be held on Saturday, 29th day of September, 2018 at 03:00 P.M. at the registered office of the Company at B-702, Neelkanth Business Park, Vidyavihar (W), Mumbai-400086, Maharashtra to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2018 together with the Reports of Board of Directors and Auditors thereon

2. To appoint Director in place of Mrs. Alpa Vora (DIN 06814833), who retires by rotation and, being eligible, seeks re-appointment.

3. To ratify the appointment of the Auditor To consider and, if thought fit, to pass with or without modification(s) the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies appointment of TDK & CO. (Registration No. 109804W) Chartered Accountants as the auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM to be held in the year 2018 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

For & on behalf of the Board Spaceage Products Limited

Place: Mumbai Bhavesh Vora Date: 29-08-2018 Director DIN: 06814823

mailto:[email protected]



NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE MEETING. BLANK PROXY FORM IS GIVEN IN THE ANNUAL REPORT.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

3. Corporate Members intending to send their authorized representative(s) to attend the meeting are requested to send a certified copy of Board Resolution authorizing their representative(s) to attend and vote on their behalf at the meeting.

4. The Register of Members and the Share Transfer Book of the Company will remain closed from 22th September, 2018 to 29th September, 2018.

5. Relevant documents referred to in the accompanying Notice and statutory registers are open for inspection by the Members at the Registered Office at B-702, Neelkanth Business Park, Vidyavihar (W), Mumbai-400086, Maharashtra of the Company on all working days of the Company, during business hours up to the date of the Meeting and will be available for inspection at the AGM.

6. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

8. Members seeking any information with regard to the Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting.




9. Members are requested to address all correspondence to the Registrar and Share Transfer Agents, Purva Sharegistry (India) Limited at 9, Shiv Shakti Industrial Estate J.R. Boricha Marg, Opp. Kasturba Hospital Lower Parel (East) Mumbai 400 011.

10. With a view to using natural resources responsibly, we request shareholders to update their email address with their Depository Participants to enable the Company to send communications electronically.

11. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Amendment, Rules 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided a facility to the members to exercise their votes electronically through the electronic voting service facility arranged by National Depository Securities Limited. The facility for voting through ballot paper will also be made available at the AGM and members attending the AGM, who have not already cast their votes by remote e-voting shall be able to exercise their right at the AGM through ballot paper. Members who have cast their votes by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their votes again.

12. The Annual Report 2017-18, the Notice of the 38th AGM and instructions for e-voting, along with the Attendance slip and Proxy form, are being sent by electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s), unless a member has requested for a physical copy of the documents. For members who have not registered their email addresses, physical copies of the documents are being sent by the permitted mode.

13. Members may also note that the Notice of the 38th AGM and the Annual Report 2017-18 will be

available on the Company’s website, http://www.spaceageproducts.in/. The physical copies of the documents will also be available at the Company’s registered office for inspection during normal business hours on working days. Members who require communication in physical form in addition to e-communication, or have any other queries, may write to us at: [email protected].

14. Additional information, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, in respect of the directors seeking appointment / re-appointment at the AGM, is furnished as annexure to the Notice. The directors have furnished consent / declaration for their appointment / re-appointment as required under the Companies Act, 2013 and the Rules thereunder.

15. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent

Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit their PAN details to the Registrar and Share Transfer Agents, Purva Sharegistry (India) Limited at 9, Shiv Shakti Industrial Estate J.R. Boricha Marg, Opp. Kasturba Hospital Lower Parel (East) Mumbai 400 011.


http://www.spaceageproducts.in/.

mailto:[email protected].



16. Mr. Vikas Kumar Verma (M. No. 9192) Practicing Company Secretary, M/s Vikas Verma & Associates, Company Secretaries, has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner.

17. The facility for voting, either through electronic voting system or ballot or polling paper shall also be

made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting or by ballot form shall be able to exercise their right at the meeting.

18. Members can opt for only one mode of voting, i.e., either by Ballot Form or e-voting. In case

Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Ballot Form shall be treated as invalid.

20. Route map & landmark of venue of AGM is enclosed with Notice.

21. Voting through electronic mean:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 26th September, 2018 (10:00 am) and ends on 28th September, 2018 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 22nd September, 2018, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.




V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password. If you are already registered with NSDL for e-Voting then you can use your existing user ID and password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put your user ID and password. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “EVEN” of “Spaceage Products Limited”.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.


https://www.evoting.nsdl.com/



(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM :

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com.

In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ClientID).

In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No+Folio No).




http://www.evoting.nsdl.com




VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 22nd September, 2018.

X. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 22th September , 2018, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XIII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XIV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.






The Scrutinizer(s) shall immediately after the conclusion of voting at the Meeting, count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least 2 (two) witnesses not in the employment of the Company. The Scrutinizer(s) shall submit a consolidated Scrutinizers’ Report of the votes cast in favour or against, if any, not later than 2 (two) days of conclusion of the Meeting to the Chairman or a person authorized by him in writing who shall countersign the same. The Chairman or any other person authorized by him in writing shall declare the results of the voting forthwith.

The Result declared along with the Scrutinizers’ Report shall be placed on the Company’s website on 29th September, 2018 and on the website of NSDL immediately after the results are declared by the Chairman or any other person authorized by him and the Company shall, simultaneously, forward the results to the concerned Stock exchange where its equity shares are listed.

For & on behalf of the Board

Spaceage Products Limited

Place: Mumbai Bhavesh Vora Date: 29/08/2018 Director DIN: 06814823




Details of Director Seeking Appointment/ Re-appointment at the Annual General Meeting

Name of the Director

Alpa Vora

Director Identification Number (DIN)

06814833

Date of Birth

06/01/1971

Nationality

Indian

Date of Appointment on Board

7/03/2015

Qualification

-

Shareholding in Spaceage Products Limited

-

Name of listed entities in which the person also holds the directorship.

Nil

Name of listed entities in which the person also holds the membership of Committees of the board.

NIL

Experience

Remuneration paid or sought to be paid NIL

No. of meetings attended

NIL

There are no inter-se relationships between the Board Members.

None of the director/KMP except Mrs. Alpa Vora are interested in the resolution.




Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

38th Annual General Meeting – 29th September, 2018

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) of ____________shares of the above named company. Hereby appoint

Name : E-mail Id:

Address:

Signature

Or failing him / her

Name : E-mail Id:

Address:

Signature

Or failing him / her

Name : E-mail Id:

Address:

Signature , or failing him

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held on the 29th day of September, 2018 at 3:00 PM at B-702, Neelkanth Business Park, Vidyavihar (W), Mumbai-400 086, Maharashtra and at any adjournment thereof in respect of such resolutions as are indicated below:




Resolution No

Sl. No.

Resolution(S) Vote

For Against

1. Adoption of Financial Statement, report of Director’s and Auditor’s for the financial year 31st March, 2018

2 Re-appointment of Mr. Alpa Vora as a Director

3. Ratification of M/s. TDK & CO., Chartered Accountants as Statutory Auditors & fixing their remuneration

Signed this ………day of ……………… 2018.

………………………………… ………………………………… Signature of the member Signature of the proxy holder(s) Notes: 1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the

registered office of the Company, not less than 48 hours before the Annual General Meeting (on or before 27th day of September, 2018 at 03:00 PM).




ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

38th Annual General Meeting –29th September, 2018

Full name of the member(s) attending ____________________________________________________

(In block capitals)

Registered Folio no. / DP ID no. / Client ID no. : _______________________

No. of shares held: ___________________

Name of Proxy: __________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 38th Annual General Meeting of Spaceage Products Limited at B-702,

Neelkanth Business Park, Vidyavihar (W), Mumbai-400 086, Maharashtra on 29th day of September,

2018 at 03:00 PM.

(Member’s /Proxy’s Signature)

Notes:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.




POSTAL BALLOT FORM

Serial No. :

1. Name (s) of Shareholder(s) / Beneficial Owner : Including joint-holders, if any

2. Registered Address of the Sole / : First named Shareholder

3. Registered Folio No. / Client ID No.:

4. No. of Shares held:

5. I / we hereby exercise my / our vote in respect of the Ordinary Resolution / s to be passed through Postal Ballot for the business stated in the Notice of the Company by sending my / our assent / dissent to the said Resolution/s by placing Tick (√) mark at the appropriate box below:

S.No. Ordinary Resolution I / We assent the

Resolution I / We dissent the Resolution

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2018, the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon

2. To appoint a Director in place of Mrs. Alpa Vora, who retires by rotation and being eligible, seeks re-appointment.

3. To ratify the appointment of TDK & CO., Chartered Accountants [Registration Number 109804W] as a statutory Auditor of the Company.

Place Signature of the Shareholder / Beneficial Owner Date


Independent Auditors’ Report TO THE MEMBERS OF, M/S. SPACEAGE PRODUCTS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of M/S. SPACEAGE PRODUCTS LIMITED (“the company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India (Indian GAAPs), including the Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018; b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

g) With respect to the other matters included in the Auditor’s Report and to our best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“CARO 2016”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraph 3 & 4 of CARO 2016.

FOR TDK & CO (Chartered Accountants) CA NEELANJ SHAH (PARTNER) Membership No.121057 FRN.109840W Place: Mumbai Date: 28/05/2018

Annexure “A” to the Independent Auditor’s Report (Referred to in paragraph 1 (g) under “Report on Other Legal and Regulatory Requirement of our report of even date) Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 We have audited the internal financial controls over financial reporting of M/S. SPACEAGE PRODUCTS LIMITED as of 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India FOR TDK & CO (Chartered Accountants)

CA NEELANJ SHAH (PARTNER) Membership No.121057 FRN.109840W

Place: Mumbai Date: 28/05/2018

Annexure “B” to the Independent Auditor’s Report (Referred to in paragraph 2 under “Report on Other Legal and Regulatory Requirement of our report of even date to the members of M/S. SPACEAGE PRODUCTS LIMITED on the standalone financial statements for the year ended 31st March, 2018)

1. In respect of its fixed assets: a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets. b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items every year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programmer, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the company doesn’t have any freehold immovable properties. As informed to us, in respect of leasehold

2. As explained to us, inventories have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regards to the size of the operations of the company and the same have been properly dealt with.

3. In respect of loans, secured or unsecured, granted by the company to companies, firms, Limited liability partnerships or other parties covered in the register maintained under section 189 of Companies Act, 2013 : a) Whether receipt of the principal amount and interest are also regular;- There are no such loans and hence the said clause is not applicable b) If overdue amount is more than rupees one lakh, whether reasonable steps have been

taken by the company for recovery of the principal and interest: - There are no such loans and hence the said clause is not applicable.

4. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the companies Act, 2013, in respect of grant of loans, making investments and providing guarantees and securities.

5. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of paragraph 3 (v) of the CARO 2016 are not applicable to the Company.

6. According to the information and explanations given to us, Maintenance of Cost records is not applicable to the company pursuant to the rules made by the Central Government of India regarding the maintenance of cost records under sub–section (1) of Section 148 of the Act. Therefore, the provisions of paragraph 3(vi) of the CARO 2016 are not applicable to the Company.

7. According to the information and explanations given to us in respect of statutory dues: a. The Company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities. b. the Company examined by us, there are no dues of income–tax, wealth–tax and service tax which have not been deposited on account of any dispute. c. Whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules made thereunder has been transferred to such fund within time: - The said clause is not applicable to the company.

8. Based on our audit procedures and information and explanations given by the management and considering the Corporate Debt Restructuring (CDR) scheme, we are of the opinion that the Company is not having any such term loans as on balance 31st March, 2018.

9. According to the information and explanations given to us, the term loans raised during the year were, prima facie, been applied for the purpose for which those are raised. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments).

10. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and on the basis of information and explanations given by the management, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, the provisions of paragraph 3 (xii) of the CARO 2016 are not applicable to the Company.

12. According to the information and explanation given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013, where applicable and details of such transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

13. According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares of fully or partly convertible debentures during the year. Therefore, the provisions of paragraph 3(xiv) of the CARO 2016 are not applicable to the Company.

14. According to the information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, the provisions of paragraph 3(xv) of the CARO 2016 are not applicable to the Company.

15. In our opinion and according to information and explanations provided to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. FOR TDK & CO (Chartered Accountants) Sd/- CA NEELANJ SHAH (PARTNER) Membership No.121057 FRN.109840W Place: Mumbai Date: 28/05/2018

DIRECTOR’S REPORT

To The Members, Your Directors have pleasure in presenting the 38th Annual Report of the Company together with the Audited Accounts for the Year ended March 31, 2018. 1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE):

Particulars 31st March, 2018 31st March, 2017

Total Income 3,150,620.00

8,225,714.00

Less:- Expenditure 3,124,471.00

8,121,642.75

Profit Before Tax for the Year 26,149.00

104,071.25

Less:- Tax Expenses 13,207.00 29,794.00

Profit After Tax for the Year 12,942.00 74,277.25

2. OPERATIONAL REVIEW/REVIEW OF BUSINESS OPERATIONS/THE STATE OF COMPANY AFFAIRS Your Company has performed modestly in the past year despite challenging economic conditions. Nevertheless, your Directors are optimistic about the future and expect the business to perform well for the forthcoming year. Your Directors are relentlessly striving for the betterment of the business.

3. DIVIDEND The Board of Directors has not recommended any dividend for the financial year ended on March 31, 2018. Since the Board have considered it financially prudent in the long-terms interest of the company to reinvest the profits into the business of the company to build a strong reserve base and grow the business of the company.

4. TRANSFER TO RESERVES During the year the company has not transferred any profit into the reserves of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT There have been no material changes and commitments were recorded during the financial year which materially affects the financial position of the Company till the date of this report.

6. DEPOSITS The company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the FY 2018.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES

ACT, 2013 The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013, except for advance made towards purchase of property.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

9. CORPORATE SOCIAL RESPONSIBILITY The company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 since the aforesaid provisions are not applicable.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at Annexure-I.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL There is no change in the Board of Directors of the Company. Mrs. Alpa Vora, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on Directors' appointment and remuneration by the Nomination and Remuneration Committee. The Nomination and Remuneration committee held 1 (One) meeting during the year ended March 31, 2018. The date on which the Meeting was held: 14/02/2018. The attendance details of the Nomination and Remuneration Committee meeting are as follows:

Serial No.

Name of Members No of Meetings held during the year

No. of Meetings attended during the year

1 Mr. Mallinath Madineni

1 1

2 Mrs. Alpa Vora

1 1

3 Mr. Satish Rajbhar 1 1

13. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

14. BOARD EVALUATION The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS 05 (Five) meetings of the board were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held: 29/05/2018, 12/08/2018, 13/11/2018, 14/02/2018 and 28/02/2018 S. No

Name of the Director No of board Meetings held during the year


1 Mrs. Alpa Vora

5 5

2 Mr. Mallinath Madineni 5 5

3 Mr. Satish Rajbhar

5 5

4 Mr. Bhavesh Vora 5 5

16. AUDIT COMMITTEE As per the provision of section 177 of the Companies Act, 2013 the Audit Committee is constituted in line to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. 04 (Four) meetings of the audit committee were held during the year and the gap between two meetings did not exceed one hundred and twenty days. The dates on which the said meetings were held: 29/05/2017, 12/08/2017, 13/11/2017, and 14/02/2018. S. No

Name of the Members No of board Meetings held during the year


1 Mr. Mallinath Madineni 4 4

2 Mr. Satish Rajbhar 4 4

3 Mr. Bhavesh Vora 4 4

17. RISK MANAGEMENT The company is taking every care for minimizing the risk involved in the manufacturing process of the unit, business of dealers and agents and Investment Business. Responsible staff is employed to take every care to minimize the risk factor in the factory. Our company does not have any separate Risk Management Policy as the unit run by it is small in size and the elements of risk threatening the company’s existence is almost negligible.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts ) Rules, 2014 in prescribed Form AOC-2 is annexed herewith at Annexure-II

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES: The company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.

21. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-III

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

23. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been

followed and there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

(f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. AUDITORS & AUDITOR’S REPORT STATUTORY AUDITOR Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, TDK & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Thirty Fourth (34) Annual General Meeting (AGM) of the Company held on 30 September, 2014 till the conclusion of the fortieth (40) AGM to be held in the year 2020, subject to ratification of their appointment at every AGM. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

The notes on accounts referred to in the auditors’ report are self-explanatory and therefore don’t call for any further comments by the Board of directors. There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation. SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under, M/s. Deepak P Singh & Associates, Practicing Company Secretary were appointed as Secretarial Auditor for the financial year 2017-18. The Secretarial Audit Report for the financial year ended on March 31, 2018 is annexed herewith marked as Annexure-IV to this Report.

25. EXTRACT OF ANNUAL RETURN: As provided under section 92(3) of the Act, the extract of annual return is given in Annexure-V in the prescribed Form MGT-9, which forms part of this report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at Annexure No. VI.

27. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2017-18.

28. ACKNOWLEDGEMENT

The directors thank the Company’s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the Government of India and concerned government departments / agencies for their co-operation


Spaceage Products Limited

Place: Mumbai Alpa Vora Bhavesh Vora Date: 28th May, 2018 Director Director

DIN: 06814833 DIN: 06814823

‘Annexure –I’ CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are as under: (A) CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy

N.A. The steps taken by the company for utilizing alternate sources of energy

The capital investment on energy conservation equipment’s

(B) TECHNOLOGY ABSORPTION 1. Efforts made towards technology absorption: N.A.

2. Benefits derived like product improvement, cost reduction, product development or import substitution: N.A. 3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial

year)-

Detail of technology imported

N.A. Year of Import

Has technology been fully absorbed

If not fully absorbed, areas, where this has not taken place, reasons there for and future plans of action.

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research and development are as under:

Particulars

N.A.

Capital Expenditures

Recurring Expenditures

Total

Total Research and development expenses as % of turnover


Place: Mumbai Alpa Vora Bhavesh Vora Date: 28th May, 2018 Director Director

DIN: 06814833 DIN: 06814823

‘Annexure- II’

FORM NO. AOC- 2

(Pursuant to Clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis: Spaceage Products Limited has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length during financial year 2017-18.

2. Details of material contracts or arrangement or transactions at arm’s length basis: Spaceage Products Limited has not entered into any contract or arrangement or transaction with its related parties which is at arm’s length during financial year 2017-18.


Place: Mumbai Alpa Vora Bhavesh Vora Date: 28th May, 2018 Director Director DIN: 06814833 DIN: 06814823

‘Annexure III’ SPACEAGE PRODUCTS LIMITED

Information of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 S.NO. PARTICULARS REMARKS 1. The ratio of the remuneration of each director to

the median remuneration of the employees of the company for the financial year

Nil

2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Nil

3 The percentage increase in the median remuneration of employees in the financial year

Nil

4 The number of permanent employees on the rolls of company

Nil

5 The explanation on the relationship between average increase in remuneration and company performance

Nil

6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the company

Nil

7 Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

Net Worth:

FY 2016-17 3,14,15,819.00/- FY 2017-18 3,14,02,876.71/-

8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Nil

9 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company

Nil

10 The key parameters for any variable component of remuneration availed by the directors

Nil

11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Nil

12 Affirmation that the remuneration is as per the remuneration policy of the company

Yes

For & on behalf of Spaceage Products Limited

Place: Mumbai Bhavesh Vora Alpa Vora Date: 28th May, 2018 Director Director DIN: 06814823 DIN: 06814833

Annexure-IV

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, SPACEAGE PRODUCTS LIMITED CIN: - L34300MH1980PLC267131 ADDRESS: - B-702, NEELKANTH BUSINESS PARK, NEAR VIDYAVIHAR BUS DEPOT, VIDYAVIHAR (WEST), MUMBAI, MH-400086 We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SPACEAGE PRODUCTS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the SPACEAGE PRODUCTS LIMITED’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by SPACEAGE PRODUCTS LIMITED for the financial year ended on 31st March, 2018, according to the provisions of: (The laws which are not applicable to the Company have been striked off) (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (vi) The Competition Act, 2002; (vii) The Industries (Development and Regulation) Act, 1951 and rules/ regulations framed there under; (Viii)The Central Excise Act, 1944, rules framed there under and notification issued by the Government of India, from time to time; (ix) The Service Tax; (x) The Water (Prevention and Control of Pollution) Act, 1974 and rules/ regulations framed there under; (xi) The Contract Labour (Regulation & Abolition) Act, 1970; (xii) The Minimum Wages Act, 1948; (xiii) The Payment of Gratuity Act, 1972; (xiv) The Industrial Employment Standing Orders Act, 1946; (xv) The Equal Remuneration Act, 1976; (xvi) The Payment of Bonus Act, 1965; (xvii) The Payment of Wages Act, 1936; (xviii) The Employees’ Compensation Act, 1923;

(xix) The Employees State Insurance Act, 1948; (xx) The Employees' Provident Fund & Miscellaneous Provisions Act, 1952; (xxi) The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959; (xxii) The Hazardous Waste (Management, Handling & Transboundry Movement) Rules, 2008; (xxiii) The Punjab Welfare fund Act, 1965; (xxiv) The Factories Act, 1948; (xxv) The Environment Protection Act, 1986 and rules/ regulation framed thereunder; (xxvi) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; and (xxvii) The local land policies and guidelines of Haryana State Industrial and Infrastructure Corporation Limited. (xxviii) The Petroleum Act, 1934 We have also examined compliance with the applicable clauses of the following: Secretarial Standards issued by The Institute of Company Secretaries of India. The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report the Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board were unanimous and the same are captured and recorded as part of the minutes. We further report that there is scope to improve the systems and processes in the company and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. There is no any change in Shareholding of Promoters. Thanking you, For M/s. Deepak P Singh & Associates (Practicing Company Secretaries) Deepak Pratap Singh Membership No. 29140 CP No. 11726 Date: 22th August, 2018 Place:- Mumbai

‘Annexure- V’ FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN as on financial year ended on March, 31, 2017

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

i) CIN : L34300MH1980PLC267131 ii) Registration Date: 25th April, 1980 iii) Name of the Company: Spaceage Products Limited iv) Category/ Sub-category of the Company: Company Limited By Shares/ Indian Non-Government

Company v) Address of the Registered office & contact details

B-702, Neelkanth Business Park, Vidhyavihar Bus Depot-West, Mumbai-400086, Maharashtra E-mail: [email protected] Tel: 022-25162488

vi) Whether listed company : Yes vii) Name, Address & contact details of the Registrar & Transfer Agent, if any.

Purva Sharegistry (India) Limited 9, Shiv Shakti Industrial Estate J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East) Mumbai- 400011 Tel: - 022-23012518/6761/8261 Fax: - 022-23012517 Emil ID: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated.

Sl. No.

Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl. No

Name & Address of the Company

CIN/GLN Holding/Subsidiary/ Associate

% of Shares Held

Applicable Section

N.A



IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders % change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indiana) Individual/HUF 1,50,000 65,185 2,15,185 6.89% 1,50,000 65,185 2,15,185 6.89% 0.00%b) Central Govt.or State Govt. - - - - - - - - -c) Bodies Corporates - - - - - - - - -d) Bank/FI - - - - - - - - -e) Any other - - - - - - - - -

- - - - - - - - -SUB TOTAL:(A) (1) 1,50,000 65,185 2,15,185 6.89% 1,50,000 65,185 2,15,185 6.89% 0.00%

(2) Foreigna) NRI- Individuals - - - - - - - - -b) Other Individuals - - - - - - - - -c) Bodies Corp. - - - - - - - - -d) Banks/FI - - - - - - - - -e) Any other… - - - - - - - - -

- - - - - - - - -SUB TOTAL (A) (2) - - - - - - - - -

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 1,50,000 65,185 2,15,185 6.89% 1,50,000 65,185 2,15,185 6.89% 0.00%

B. PUBLIC SHAREHOLDING

(1) Institutionsa) Mutual Funds - - - - - - - - -b) Banks/FI - - - - - - - - -C) Cenntral govt - - - - - - - - -d) State Govt. - - - - - - - - -e) Venture Capital Fund - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FIIS - - - - - - - - -h) Foreign Venture Capital Funds - - - - - - - - -i) Others (specify) - - - - - - - - -

- - - - - - - - -SUB TOTAL (B)(1): - - - - - - - - -

(2) Non Institutionsa) Bodies corporatesi) Indian 0 0 0.00% 0 0 0.00% 0.00%ii) Overseas - - - - - - - - -b) Individuals - - - - - - - - -

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs - 59,515 59,515 1.90% - 59,515 59,515 1.90% 0.03%ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 13,50,000 - 13,50,000 43.20% 13,50,000 - 13,50,000 43.20% 0.00%c) Others (specify) 15,00,000 0 1,500,000 48% 15,00,000 - 15,00,000 48% 0%Non Resident Indians - - - - - - - - -SUB TOTAL (B)(2): 28,50,000 59,515 29,09,515 93.12% 28,50,000 59,515 29,09,515 93.12% 0.00%

Total Public Shareholding(B)= (B)(1)+(B)(2) 28,50,000 59,515 29,09,515 93.12% 28,50,000 59,515 29,09,515 93.12% 0.00%

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) 30,00,000 1,24,700 31,24,700 100% 30,00,000 1,24,700 31,24,700 100% 0.00%

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name % change in share holding during the year

NO of shares % of total shares of the company

% of shares pledged encumbered to total shares

NO of shares % of total shares of the company

% of shares pledged encumbered to total shares

1 Bhavesh Vora 65,185 2.09% 0 0 0.00% 0 2.092 Bhavesh Vora HUF 1,50,000 4.80% 0 1,50,000 4.80% 0 0

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No.

No. of Shares % of total shares of the company

No of shares % of total shares of the company

Bhavesh VoraAt the beginning of the year 65185 2.09%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) 65185 2.09At the end of the year 0 0 0 0Bhavesh Vora HUFAt the beginning of the year 150000 4.80%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

THERE IS NO ANY CHANGES IN SHAREHOLDING 0 0

At the end of the year 150000 4.8

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

No.of shares % of total shares of the company

No of shares % of total shares of the

company1 Jayshree Jain 1,50,000 4.80% 1,50,000 4.80%2 Babulal Kharwad 1,50,000 4.80% 1,50,000 4.80%3 Nilesh Makwana 1,50,000 4.80% 1,50,000 4.80%4 Anjali Kharwad 1,50,000 4.80% 1,50,000 4.80%5 Ravi Kharwad 1,50,000 4.80% 1,50,000 4.80%6 Babulal Kharwad HUF 1,50,000 4.80% 1,50,000 4.80%7 Deepak Kharwad HUF 1,50,000 4.80% 1,50,000 4.80%8 Kalpak Vora HUF 1,50,000 4.80% 1,50,000 4.80%9 Ajay Vora HUF 1,50,000 4.80% 1,50,000 4.80%

10 Ravi Kharwad HUF 1,50,000 4.80% 1,50,000 4.80%

(v) Shareholding of Directors & KMP

Sl. No

For Each of the Directors & KMP No.of shares % of total shares of the company

No of shares % of total shares of the

company1 Bhavesh Vora

At the beginning of the year 65,185 2.09%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

NO CHANGE NO CHANGE 65,185 2.09%

At the end of the year 65,185 2.09% 65,185 2.09%

Top 10 ShareholdersSl. No

Shareholding at the end of the year Cumulative Shareholding during the year

Shareholding at the begginning of the year

Shareholding at the end of the year

Share holding at the beginning of the Year

Cumulative Share holding during the year

Shareholding at the beginning of the year

Cumulative Shareholding end of the year

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for paymentSecured Loans

excluding depositsUnsecured

LoansDeposits Total

Indebtedness

i) Principal Amount 17,44,000 17,44,000ii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii) 17,44,000 17,44,000

1,90,000 1,90,000NIL NIL

15,54,000 15,54,000ii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii) 17,44,000 17,44,000

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No1 Gross salary

NIL

2 Stock option3 Sweat Equity4 Commission

as % of profitothers (specify)

5 Others, please specifyTotal (A)Ceiling as per the Act

Total Amount

Net Change

Name of the MD/WTD/Manager

i) Principal Amount

Particulars of Remuneration

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Change in Indebtedness during the financial year

AdditionsReduction

Indebtness at the beginning of the financial year

Indebtedness at the end of the financial year

B. Remuneration to other directors:

Sl.No Total Amount1 Independent Directors

NIL

(b) Commission(c ) Others, please specifyTotal (1)

2 Other Non Executive Directors

(b) Commission(c ) Others, please specify.Total (2)Total (B)=(1+2)Total Managerial RemunerationOverall Cieling as per the Act.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Total1 Gross Salary CEO Company

SecretaryCFO Total

NIL

2 Stock Option3 Sweat Equity4 Commission

as % of profitothers, specify

5 Others, please specify

Total

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Key Managerial Personnel

(a) Fee for attending board committee meetings



(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

(a) Fee for attending board committee meetings

Name of the Directors

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/Compounding fees imposed

Authority (RD/NCLT/Court) Appeall made if any (give details)

Penalty NILPunishmentCompounding



M/s. Spaceage Products LimitedSpaceage Products Limited

DATE: 28/05/2018 ALPA VORA BHAVESH VORAPLACE: Mumbai DIRECTOR DIRECTOR

DIN: 06814833 DIN: 06814823

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT


Annexure-VI

MANAGEMENT DISCUSSION AND ANALYSIS

1. Industry structure and developments

Indian economy is going through a period of rapid `financial liberalisation'. Today, the `intermediation' is being conducted by a wide range of financial institutions through a plethora of customer friendly financial products.

Over the years, our company has built a strong presence in the market through its cumulative experience, strong distribution network as well as sound systems and processes.

2. Opportunities and threats

Being a Trading company, our company is exposed to specific risks that are particular to its business and the environment within which it operates including interest rate volatility, economic cycle, and market risk. 3. Segment-wise or product-wise performance

During the year under review, Company has achieved an overall turnover through trading activities.

4. Outlook

The presence of a stable government at the centre will be a major catalyst in taking major decisions which would pushforward the pace of reforms and thereby directly improving the macro-economic environment. It is now being forecasted that in the near future, the Indian economy will become the fastest growing emerging market.

The Government is looking at easing investment conditions in India and focusing on project clearances. Also, 2017 is expected to see a rush of foreign direct investments (FDI) coming into India supported by FII inflows, thanks to liberalising the defence, insurance and construction sectors. It is expected that Government's major structural/economic liberalization policies will be reflected in 2017 Union Finance Budget and the same is expected to further boost the industry sentiments.

Looking at the Indian economy the company has plans to diversify its business in future.

5. Risks and areas of concern

Our strength is our determination and team work, weakness is the low equity base, opportunities are multiples and threats are the vibrations in the economy and government policies.

In any business, risks and prospects are inseparable. As a responsible management, the Company’s principal endeavor is to maximize returns. The Company continues to take all steps necessary to minimize its expenses through detailed studies and interaction with experts.

6. Internal control systems and their adequacy

The Company has carried out the internal audit in-house and has ensure that recording and reporting are adequate and proper, the internal controls exist in the system and that sufficient measures are taken to update the internal control system. The system also ensures that all transaction are appropriately authorised, recorded and reported. Exercises for safeguarding assets and protection against unauthorised use are undertaken from time to time. The Company's audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective. All these measures are continuously reviewed by the management and as and when necessary improvements are effected.

7. Discussion on financial performance with respect to operational performance

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India. Further, the financial performance during the year under reference has been impressive in terms of sales. Even though there has been a decent increase in the turnover, the volume of profits has slightly decreased.

8. Material developments in human resources/industrial relations front, including number of people employed.

The company had sufficient numbers of employees at its administrative office. The company recognizes the importance of human value and ensures that proper encouragement both moral and financial is extended to employees to motivate them. The company enjoyed excellent relationship with workers and staff during the last year.

9. Cautionary Statement

The statements in the "Management Discussion and Analysis Report" section describes the Company's objectives, projections, estimates, expectations and predictions, which may be "forward looking statements" within the meaning of the applicable laws and regulations. The annual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.


Place: Mumbai Alpa Vora Bhavesh Vora Date: 12th August, 2017 Director Director DIN: 06814833 DIN: 06814823

NAME OF ASSESSEE : SPACEAGE PRODUCTS LIMITED

CIN : L34300MH1980PLC267131

ADDRESS : Office No. B-702, Neelkanth Business Park,Near Vidyavihar Bus stop,Vidyavihar (W),Mumbai - 400086

A.Y. 2018-19

Depreciation allowable as per the Income Tax Act, 1961.

Opening ClosingW.D.V. W.D.V.as on as on

1.4.2017 31.03.2018

Plant & Machinery 40% 67,368 NIL NIL 67,368 26,947 40,421

67,368 NIL NIL 67,368 26,947 40,421


Addition during the Year ( Before

1st Oct.)

Addition during the Year ( After

30th Sep.)Total as on 31.03.2017

Depreciation AllowableRateBlock of Assets

As at As at As at31st March, 2018 31st March, 2017 1st April, 2016

ASSETSNon- current Assets(a) Property, Plant & Equipment 3 50,801 82,881 0(b) Financial Assests (i) Investments 4 0 0 0 (ii) Loans 5 3,00,00,000 3,00,00,000 3,00,00,000(c) Other non current Assets 6 0 0 0Sub-total - Non-current Assets 3,00,50,801 3,00,82,881 3,00,00,000

Current Assets(a) Inventories 7 - - - (b) Financial Assests

(i) Trade Receivables 8 63,68,415 65,18,415 42,22,795 (ii) Cash and Cash Equivalents 9 2,62,641 2,936 1,86,096 (iii) Bank Balances 9a 10,551 2,45,419 3,548

(c) Other Current Assets - - - (d) Short Term Loans & Advances 7,85,910 7,85,910 7,85,910 Sub-total - Current Assets 74,27,517 75,52,680 51,98,349

TOTAL ASSETS 3,74,78,318 3,76,35,561 3,51,98,349

EQUITY AND LIABILITIES

Equity(a) Equity Share capital 10 3,12,47,000 3,12,47,000 3,12,47,000 (b) Other equity 11 1,68,819 1,55,877 81,599 Sub-total -Shareholders' Funds 3,14,15,819 3,14,02,877 3,13,28,599

Non- current Liabilities(a) Financial Liabilities (i) Borrowings 12 15,54,000 17,44,000 17,44,000 (ii) Other Financial Liabilities 13 36,05,248 35,98,640 12,65,500 (b) Provisions 14 9,03,251 8,90,044 8,60,250 Sub-total - Non-current Liabilities 60,62,499 62,32,684 38,69,750

Current LiabilitiesOther Current Liabilities 15 - - - Sub-total - Current Liabilities - - -

TOTAL EQUITY AND LIABILITIES 3,74,78,318 3,76,35,561 3,51,98,349 - - # -

Basis of preparation, measurement and significant accounting policies 1

First time adoption of Ind AS 2

The accompanying notes are an integral part of these financial statements

As per our report of even dateFor M/s TDK & CoChartered AccountantsFRN : 109804W

Neelanj Shah Bhavesh Vora Satish RajbharPartner Director/CFO DirectorM.No. 121057 DIN: 06814823 DIN: 06798717

Place : MumbaiDated : 25th May , 2018


BALANCE SHEET AS AT 31ST MARCH, 2018

Particulars Note

For and on behalf of the boardSpaceage Products Limited

Year ended Year ended31.03.2018 31.03.2017

Note Amt (Rs.) Amt (Rs.)

Revenue Sales and Other Operating Income 16 31,50,620 82,25,714

Total Revenue 31,50,620 82,25,714

ExpensesCost of Products 17 24,00,000 72,94,640Finance Cost ( Bank Charges) 789 1,107 Employee Benefit Expenses 1,60,000 2,50,000 Depreciation 32,080 13,359 Other Expenses 18 5,31,602 5,62,537

Total Expenses 31,24,471 81,21,643

Profit Before Exceptional items 26,149 1,04,071 Exceptional ItemsBad Debts - 0

Profit Before Tax 26,149 1,04,071 Tax Expense: - Current Tax -10,000 -25,000 - Deferred Tax -3,207 -4,794 - Tax of Earlier Years - Profit For the Year (A) 12,942 74,277

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified subsequently to profit or lossNIL NILNIL NILNIL NIL

OTHER COMPREHENSIVE INCOME FOR THE YEAR (B) NIL NIL

TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 12,942 74,277

Basic and Diluted (Rs.) 0.04 0.24

1

First time adoption of Ind AS 2

The accompanying notes form an integralpart of the Financial Statements.




- Deferred tax (expense)/benefit relating to these items

For and on behalf of the board


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2018

Basis of preparation, measurement and significant accounting policies First time adoption of Ind AS

Earnings per equity share of face value of Rs. 10/-each

- Net fair value gain/(loss) on investments in equity instruments through OCI - Loss on fair valuation of defined benefit plans as per actuarial valuation

A. EQUITY SHARE CAPITALAs at As at As at

31st March, 2018 31st March, 2017 1st April, 2016Balance at the beginning of the reporting yearEquity shares of Rs.10/- each issued, subscribed and paid 3,12,47,000 3,12,47,000 3,12,47,000

Changes in Equity Share capital during the year NIL NIL NILBalance at the end of the reporting year 3,12,47,000 3,12,47,000 3,12,47,000

B. OTHER EQUITY

Capital Reserve Retained Earnings

Equity instruments through OCI Total

Balance As at 1st April, 2015 - 81,106 - 81,106 Profit for the year - 494 494 Other comprehensive income for the year - - - Total comprehensive income for the year - 494 - 494

Balance As at 31st March, 2016 - 81,599 - 81,599

Balance As at 1st April, 2016 - 81,599 - 81,599 Profit for the year - 74,277 74,277 Other comprehensive income for the year - - - Total comprehensive income for the year - 74,277 - 74,277

Balance As at 31st March, 2017 - 1,55,877 - 1,55,877

Balance As at 1st April, 2017 - 1,55,877 - 1,55,877 Profit for the year - 12,942 12,942 Other comprehensive income for the year - - Total comprehensive income for the year - 12,942 - 12,942

Balance As at 31st March, 2018 - 1,68,819 - 1,68,819


Reserves and Surplus Items of Other Comprehensive Income (OCI)

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2018

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

As At As At31.03.2018 31.03.2017Amt (Rs.) Amt (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES : a) Net Profit/ (Loss) before tax 26,149 1,04,071

Add: Income Tax Refund - b) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 26,149 1,04,071

Adjustments For:

Loss on Sale of Fixed Assets NIL 0Depreciation 32,080 13,359

CASH GENERATED FROM OPERATIONS 58,229 1,17,430 Adjustments forDecrease/(Increase) in Inventories - 0Decrease/(Increase) Other non current Assets 1,50,000 -22,95,620Increase/(Decrease) in Borrowings (1,90,000) - Increase/(Decrease) in Other Financial Liabilities 6,608 23,33,140 Increase/(Decrease) in Other Current Liabilities - 0Decrease - Income Tx PaidNET CASH FROM/(USED IN) OPERATING ACTIVITIES 24,837 1,54,950

B. CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets 0 -96,240

NET CASH FROM/(USED IN) INVESTING ACTIVITIES 0 -96,240

C. CASH FLOW FROM FINANCING ACTIVITIES 0 0

NET CASH FROM/(USED IN) FINANCING ACTIVITIES - -

NET INCREASE IN CASH AND CASH EQUIVALENTS 24,837 58,710

CASH AND CASH EQUIVALENTS 2,48,355 1,89,644(At the beginning of the year)

CASH AND CASH EQUIVALENTS (At the end of the year) 2,73,192 2,48,355

1.

2.

As per our Report of even date





CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

The above cash flow statement has been prepared under the "Indirect Method" as set out in the Accounting Standard -3on Cash Flow Statement issued by The Institute of Chartered Accountants of India.Previous Year's figure have been regrouped, rearranged, wherever necessary, to correspond with the current year'sclassification/disclosure.

For and on behalf of the board

1

1.1 Previous year figures

1.2 Corporate Information

1.3 Basis of preparation of Financial Statements

1.4 SIGNIFICANT ACCOUNTING POLICIES

a) . Use of estimates

b) . Income Taxes

c) . Earnings Per Share (EPS)

Particulars

The Financial Statements of the company have been prepared in accordance with thw generally accepted accounting principles in India (Indian GAAP). The Compaby has prepared these finacial statements to comply in all material respects,with the accounting Standards notified under the coimapnies Act,1956 which continues to be applicable in terms of general circular15/2013 dated September 13,2013.the financial statements have been prepared on an accrual basis and under the historical cost convention.

The preparatrion of financial statements in confirmity with the generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as the dtae of finacial statements and the results of opertaions during the reporting period . Altough these estimates are based upon managemnts best knowledge of current events &and actions,actual results could differ from theses estimates.

The company fallows Accounting Standard-22 Accounting for taxes on income ,issued by ICAI.Deferred Tax expenses & credit & related liabilites or assets are recognized for future tax consequences attributable to the differences between accounting profit & taxable income. deffred Tax Assets are only recognized if there is reasonable certainity that they will be realized,interims of para 15 read with the para 17 of the said Accounting Standard.These asstes are reviewed for appropriateness of their carrying value at each Balance Sheet date Deferred Tax Assets & liabilities are measured using the tax rates that have been enacted or substantively enacted at the Balance Sheet date.

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preferences dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to the equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.



Note

Previous Year's figures have been regrouped/reclassified, wherever necessary, to correspond with the current year's classification/disclosures.

Intercontinental Leasing & Finance Company Limited (" the company") is a Limited Company in India and incorporated under the provisions of Companies Act,1956. It came into existence on August 14,1984.

Basis of preparation, measurement and significant accounting policies

d) . Cash and Cash Equivalents

e) . Provisions

2Diclosure pursuant to Ind AS 101 "First time Adoption of Indian Accounting Standarad

2.1 Transition to Ind AS

II Classification and measurement of financial assets

III

IV


Neelanj ShahPartner


Director/CFODIN: 06814823

Satish RajbharDirector

DIN: 06798717

Disclosure required under Section 186(4) of Companies Act,2013Details of Investment made appear under the respective heads.

Items and Figure for the previous year have been recast, regrouped and/or re-arranged wherever necessary to confirm to the current year's presentation

Bhavesh Vora

For and on behalf of the boardSpaceage Products Limited

First time adoption of Ind AS

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Cor[porate Affairs with effect from April 01,2017, with a transition date of April 01,2016. These Financial Statements for the year ended March 31,2018 are the first financial statements the Company has prepared under Ind AS. For all periods upto and including the year ended March 31, 2017 , the Copmany prepared its financial statments in accordance with the accounting standards notified under Section 133 of the Companies Act 2013, read

The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS Standards and interpretation that are issued and effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years presented. Accordingly, the Company has prepared financial statments which comply with Ind AS for year ended March 31, 2018, together with the comparative information as at and for the year ended March 31, 2017 and the opening Ind AS Balance Sheet as at April 01, 2016, the date of transition to Ind AS.

In Preparing these Ind AS financial statements, the Company has availed certain exemption and exceptions and exceptions in accordance with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities in the financial statements as at the transition date to Ind AS and Previous GAAP and have been recognised directly in equity (retained earnings or another appropriate category of equity). This note explains yhe adjustments made by the Company in restating its financial statements prepared umder previous GAAP, including the Balance Sheet as at April 01, 2016 and the financial statements as at and for the year ended March 31, 2017.

The Company has classified and measured financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS

Cash and cash equivalents for the purpose of financial statements comprise cash at bank and in hand and short -term investments.

A provision is recognized when an enterprise has a present obligation as a result of past event: it is probable than an outflow of resources will be required to settle the obligation,in respect of which a reliable estimate can be made. Provisons are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date .These are reviewed at each balance sheet date and are adjusted to reflect the current best estimates.

3 Property, plant and equipment

Particulars Land Freehold

Furniture and fixtures

Office Equipmrent

Factory Building

Plant & Machinery

Dies , Moulds & Tools Computer Motar Car Total

Year ended March 31, 2017

Opening gross carrying amount - - - - - - 96,240 - 96,240 Additions - - - - - - - - - Disposals - - - - - - - - - Closing gross carrying amount - - - - - - 96,240 - 96,240

Accumulated depreciation and impairmentOpening accumulated depreciation - - - - - - - - - Adjustment During the year - - - Depreciation charge during the year - - - - - - 13,359 - 13,359

Closing accumulated depreciation and impairment - - - - - - 13,359 - 13,359

Net carrying amount - - - - - - 82,881 - 82,881

Year ended March 31, 2018

Opening gross carrying amount - - - - - - 82,881 - 82,881 Additions - - - - - - - - - Disposals - - - - - - - - - Closing gross carrying amount - - - - - - 82,881 - 82,881 Accumulated depreciation and impairmentOpening accumulated depreciation - - - - - - 13,359 - 13,359 Depreciation charge during the year - - - - - - 32,080 - 32,080

Closing accumulated depreciation and impairment - - - - - - 45,439 - 45,439

Net carrying amount - - - - - - 50,801 - 50,801


Financial Statement as at and for the year ended March 31, 2018

As At As At As At As At As At As At31.03.2018 31.03.2018 31.03.2017 31.03.2017 01.04.2016 01.04.2016

No. of Shares Amt (Rs.) No. of Shares Amt (Rs.) No. of Shares Amt (Rs.)

4 Non - Current InvestmentInvestment in Equity Instruments 0.00 0.00 0.00Unquoted Equity Shares

- - - Less : Provision 0.00 0.00 0.00Total Non- current Investments 0.00 0.00 0.00



As At As At As At 31.03.2018 31.03.2017 01.04.2016

Amt (Rs.) Amt (Rs.) Amt (Rs.)

5 Non-current Loans(Unsecured, considered good except stated otherwise)

Advance recoverable in cash or kind or for valve to be received (Advance for Property) 3,00,00,000 3,00,00,000 3,00,00,000 Security Deposits --Deposit with Government Authorities - - - Considered Good 3,00,00,000 3,00,00,000 3,00,00,000

6 Other Non-Current Financial Assets Interest receivable - - - Deposit with government authorities 6,000 6,000 6,000

6,000 6,000 6,000

7 InventoriesStock-in-trade --Raw Material * - - - --Finished Goods * - - -

- - -

8 Trade Receivables (Unsecured, Considered Good)

Outstanding for a period exceeding six months from the date they are due for payment * 63,68,415 65,18,415 42,22,795

63,68,415 65,18,415 42,22,795 * Conformation of Trade receivable Parties are not available.

9 Cash and Cash EquivalentsCash Balance - Cash on Hand 2,62,641 2,936 1,86,096

9a Balance with Bank - In Current Account* 10,551 2,45,419 3,548

2,73,192 2,48,355 1,89,644

10 Equity Share capital Authorized :35000000(P.Y. 35,00,000) Equity Shares of Rs. 10/- each 3,50,00,000 3,50,00,000 3,50,00,000

Issued, Subscribed and Paid-up:*31247000(P.Y. 31,24,700) Equity Shares of Rs. 10/- each 3,12,47,000 3,12,47,000 3,12,47,000

3,12,47,000 3,12,47,000 3,12,47,000

a.

ParticularsNo. of Shares Amount No. of Shares Amount No. of Shares Amount

Shares outstanding at the beginning of the year 3,12,470 31,24,700 3,12,470 31,24,700 3,12,470 31,24,700 Add: issue during the year NIL NIL NIL NIL NIL NILShares outstanding at the end of the year 3,12,470 31,24,700 3,12,470 31,24,700 3,12,470 31,24,700

b.

c.

Name of Shareholders No. of Shares Held

Percentage of holding

No. of Shares Held


No. of Shares Held


NIL

The reconciliation of the number of outstanding shares as at 31st March 2018 and 31st March, 2017 is set out below:

Shares in the Company held by each shareholders holding more than 5% shares:

The Company has only one class of equity shares having a par value of Rs. 10/- per share . Each holder of equity share is entitled to same rights based on the



As at 31.03.2018 As at 01.04.2016 As at 31.03.2017

As At As At As At 31.03.2018 31.03.2017 01.04.2016

Amt (Rs.) Amt (Rs.) Amt (Rs.)12 Borrowings

Secureda. From Canara Bank

Overdraft against Book Debts * - - - Cash Credit** - - -

b. Term LoanFrom State Financial Corporation *** - - -

UnsecuredLoans from Director 15,54,000 17,44,000 17,44,000 Loans from Related Parties - - -

15,54,000 17,44,000 17,44,000

13 Other Financial Liabilities Unsecured

Trade Payable* 3605248 35,98,640 1,26,55,000 - Outstanding dues of Micro and Small Enterprises 0 0 0 - Others - - - Advance from Customers - - - Statutory Dues - - - Other Payables - - -

36,05,248 35,98,640 1,26,55,000

*

14 Long-term Provisions Provision for Tax 8,95,250 8,85,250 8,60,250 Deferred Tax 8,001 4,794 -

9,03,251 8,90,044 8,60,250

15 Other current liabilitiesAduti Fees Payable - - - TDS Payable - - - Ramo AD Creation - - - Other Current Liabilities - -

- - -

Year ended Year ended 31.03.2018 31.03.2017

Amt (Rs.) Amt (Rs.)

16 Other IncomeSales & Services 31,50,620 82,25,714 Other Income - -

31,50,620 82,25,714

17 Purchase of Stock In TradeOpening Stock - - Add: Purchase during the year 24,00,000 72,94,640

- Closing Stock - -

24,00,000 72,94,640

18 Other ExpensesListing Fees 2,88,700 2,29,000Website Development Charges 4,602 3,910Publication Fees 45,000 50,277Professional Fees 22,500 19,800Auditors' Remuneration - - For Audit 5,900 0ROC Filing Fees - 0Company expenses 64,900 19,550Rent 1,00,000 2,40,000

5,31,602 5,62,537

19 Earnings Per Share (EPS)

a) 3,12,470 3,12,470

b) 12,942 74,277

c) Basic and Diluted Earnings Per Share (Rs.) 0.04 0.24

The Company does not have any outstanding dilutive potential equity shares.

Weighted Average Number of Equity Shares outstanding during the year

Net Profit after tax available for Equity Shareholders (Rs.)



Disclosure of outstanding dues of Micro and Small Enterprises under Trade Payable is based on the information available with the Company regarding the status of the suppliers as defined under the Micro, Small and Medium Enterprises Development Act, 2006.

#REF!

(a) Reconciliation of Equity as on Transition date 1st April, 2016

Previous GAAP Adjustments Ind AS Previous GAAP Adjustments Ind ASASSETSNon- current Assets(a) Property, Plant & Equipment 82,881 - 82,881 - - - (b) Financial Assests (i) Investments - - - - - - (ii) Loans 3,00,00,000 - 3,00,00,000 3,00,00,000 - 3,00,00,000 (c) Other non current Assets - - - - - - Sub-total - Non-current Assets 3,00,82,881 - 3,00,82,881 3,00,00,000 - 3,00,00,000

Current Assets(a) Inventories - - - - - - (b) Financial Assests

(i) Trade Receivables 65,18,415 - 65,18,415 42,22,795 - 42,22,795 (ii) Cash and Cash Equivalents 2,936 - 2,936 1,86,096 - 1,86,096 (iii) Bank Balances 2,45,419 2,45,419 3,548 3,548 (c) Other Current Assets - - - - (d) Short Term Loans & Advances 7,85,910 7,85,910 7,85,910 7,85,910

Sub-total - Current Assets 75,52,680 - 75,52,680 51,98,349 - 51,98,349

TOTAL ASSETS 3,76,35,561 - 3,76,35,561 3,51,98,349 - 3,51,98,349

EQUITY AND LIABILITIES

Equity(a) Equity Share capital 3,12,47,000 - 3,12,47,000 3,12,47,000 - 3,12,47,000 (b) Other equity 1,55,877 - 1,55,877 81,599 - 81,599 Sub-total -Shareholders' Funds 3,14,02,877 - 3,14,02,877 3,13,28,599 - 3,13,28,599

Non- current Liabilities(a) Financial Liabilities (i) Borrowings 17,44,000 - 17,44,000 17,44,000 - 17,44,000 (ii) Other Financial Liabilities 35,98,640 - 35,98,640 12,65,500 - 12,65,500 (b) Provisions 8,90,044 - 8,90,044 8,60,250 - 8,60,250 Sub-total - Non-current Liabilities 62,32,684 - 62,32,684 38,69,750 - 38,69,750

Current LiabilitiesOther Current Liabilities - - - - Sub-total - Current Liabilities - - - - - -

TOTAL EQUITY AND LIABILITIES 3,76,35,561 - 3,76,35,561 3,51,98,349 - 3,51,98,349



PARTICULARS As at March 31, 2017 As at April 01, 2016

(b) Reconciliation of Profit and Loss for the year ended as at March 31, 2017

Previous GAAP Adjustments Ind ASRevenue Other Income 82,25,714 - 82,25,714

Total Revenue 82,25,714 - 82,25,714

ExpensesCost of Products 72,94,640 72,94,640 Finance Cost ( Bank Charges) 1,107 1,107 Employee Benefit Expenses 2,50,000 2,50,000 Depreciation 13,359 - 13,359 Other Expenses 5,62,537 - 5,62,537

Total Expenses 81,21,643 - 81,21,643

Profit Before Tax 1,04,071 - 1,04,071 Tax Expense: - Current Tax (25,000) - (25,000) - Deferred Tax (4,794) (4,794) - Tax of Earlier Years - -

Profit For the Year (A) 74,277 - 74,277

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified subsequently to profit or loss - Net fair value gain/(loss) on investments in equity instruments through OCI - - -

- Loss on fair valuation of defined benefit plans as per actuarial valuation - - -

- Deferred tax (expense)/benefit relating to these items - - -

OTHER COMPREHENSIVE INCOME FOR THE YEAR (B) - - -

TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 74,277 - 74,277



PARTICULARS As at March 31, 2017

Note - Fair value measurements

a. Financial instruments by category

FVOCI Amortised cost FVOCI Amortised cost FVOCI Amortised cost

Financial AssetsInvestments - Equity / Pref instruments - - - - - - Trade receivables - 63,68,415 - 65,18,415 - 42,22,795 Cash and cash equivalents - 2,62,641 - 2,936 - 1,86,096 Loans - 3,00,00,000 - 3,00,00,000 - 3,00,00,000

- - Total financial asset - 3,66,31,056 - 3,65,21,351 - 3,44,08,891

Financial LiabilitiesBorrowings - 15,54,000 - 17,44,000 - 17,44,000 Other Finacial Liabilities - 36,05,248 - 35,98,640 12,65,500

Total financial liabilities - 51,59,248 - 53,42,640 - 30,09,500

b. Fair value hierarchy

Financial assets and liabilities measured at fair value - March 31 2018

Notes Level 1 Level 2 Level 3 Total

Financial AssetsInvestments - Equity / Pref instruments - - - - Total financial asset - - - -

Financial assets and liabilities measured at amortised cost - March 31 2018


Financial AssetsInvestments

- Equity / Pref instruments 4 - - - Trade receivables 8 - - 63,68,415 63,68,415 Cash and cash equivalents 9 - - 2,62,641 2,62,641 Loans 5 - - 3,00,00,000 3,00,00,000

Total financial asset - - 3,66,31,056 3,66,31,056 Financial LiabilitiesBorrowings 12 - - 15,54,000 15,54,000 Other financial liabilities 13 - - 36,05,248 36,05,248

Total financial liabilities - - 51,59,248 51,59,248







- Equity / Pref instruments 4 - - - Trade receivables 8 - - 65,18,415 65,18,415 Cash and cash equivalents 9 - - 2,936 2,936 Loans 5 - - 3,00,00,000 3,00,00,000









- Equity / Pref instruments 4 - - - Trade receivables 8 - - 42,22,795 42,22,795 Cash and cash equivalents 9 - - 1,86,096 1,86,096 Loans 5 - - 3,00,00,000 3,00,00,000




Financial Statement as at and for the year ended March 31, 2018

Particulars As at March 31, 2018 As at March 31, 2017 As at April 01, 2016

SPACEAGE PRODUCTS LIMITED...Companies Act, 2013. Please find attached herewith Annual Report as per...

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